Jurisdiction(s):
United Kingdom

Related legal acts

Key definition

Alternate director definition

What does Alternate director mean? An alternate director is a person appointed by a director (often another director, but not necessarily) to attend board meetings, vote, form part of the quorum and otherwise exercise that director’s powers and responsibilities—such as signing directors’ written resolutions—to ensure continuity of board decision-making when the appointor is absent, or as the articles of association permit. In England & Wales, Scotland and Northern Ireland, the Companies Act 2006 does not define “alternate director”; the role exists only if and to the extent authorised by the company’s articles (and any required board approvals). In Ireland, usage is broadly consistent under the...

Alternate directors under the Companies Act 2006 and Model Articles: appointment, eligibility, status, powers, duties, defective appointments, third‑party protection, remuneration, removal and termination

Published by a LexisNexis Corporate expert

Practice notes

This Practice Note examines the Appointment and dismissal of Alternate directors, together with their standing, authorities, responsibilities, Liabilities and the capacity to bind the company. The Companies Act 2006 (CA 2006) states that a director includes ‘any person occupying the position of director, by whatever name called’. As a consequence, the definition of ‘director’ in CA 2006 is sufficiently broad to encompass an alternate director. Therefore, the statutory provisions that govern Directors extend to alternate directors in the same way as they apply equally to other directors, whether de jure or de facto.

Power to appoint an alternate

CA 2006 gives no authority for a director to name an alternate, though this right is often set out in a company’s articles of association. Where the articles confer this power, they will also prescribe the process for appointing an alternate director. Typically, the articles require the appointing director to give written notice to the company, and that notice must include a statement, signed by the proposed alternate, confirming their willingness to serve as alternate director...

To view the latest version of this document and thousands of others like it, sign-in with LexisNexis or register for a free trial.

Web page updated on 21/05/2026

Popular documents

Using the Judicial College Guidelines to assess general damages in personal injury claims

When evaluating a general damages claim, the practitioner ought initially to refer to the Judicial College Guidelines (JCG)...

Tomlin orders in England and Wales: CPR guidance on drafting, confidentiality, approval, variation, enforcement, limitation, CCA issues, court-specific requirements, sample wording and precedents

This Practice Note This Practice Note reviews mechanisms used in settling litigation. A Tomlin order consists of a consent order paired with a schedule. It operates to stay proceedings on terms that have been agreed. The provisions contained in the schedule may remain confidential. This Practice Note describes the scope of confidentiality attaching to the schedule and sets out how it differs from a standard consent order. Sample wording for a Tomlin order is included, alongside links to precedents, as well as guidance on court approval. It also addresses varying, setting aside and enforcing a Tomlin order, including the considerations the court will take into account when handling applications for each. Further guidance is provided on interpreting and applying the relevant provisions of the CPR; however, some courts and divisions impose very specific requirements for both drafting and approval, and for approaching the schedule and confidentiality issues. Accordingly, you must consider the particular rules and court guide provisions in the forum where your claim is proceeding when drawing up the Tomlin order...

Precedent: Deed of Surrender of Lease with Optional Premium, Settlement and Release, Landlord, Mortgagee and Guarantor Consents, Reimbursement and HM Land Registry Provisions (England and Wales)

Date [ date ] Parties [ name of Landlord ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Landlord) [ name of Tenant ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Tenant) [ [ name of Guarantor ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Guarantor) ] [ [ name of Mortgagee ] [ of OR incorporated in England and Wales (company registration number [ number ]) with its registered office at ] [ address ] (Mortgagee) ] Definitions Within this Deed, the terms below shall be interpreted as follows: [ Annual Rent • the annual sum reserved under the Lease; ] [ Insurance Rent • the Tenant’s share of the Landlord’s costs of insuring the Property (as set out in the Lease); ] Lease • the lease of the Property dated [ date ], entered into between (1) [ the Landlord OR [ name ...

Precedent Statutory Declaration: Standard Wording under the Statutory Declarations Act 1835

I, [ name ], of [ address ], solemnly and sincerely state that: [ Matters to be verified, set out in numbered paragraphs ] I make this solemn statement in good conscience, believing it to be true, and pursuant to the provisions of the Statutory Declarations Act 1835. DECLARED at [ details ] this [ day ] day of [ month and year ] Before me ................................................................................ [ signature of the person before whom the declaration is made ] A [ commissioner for oaths OR [ solicitor OR [ insert other qualification ] ] authorised to administer oaths ]...